UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 25, 2023
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip code) | |||||||
Registrant's telephone number, including area code: (918 ) 513-4570
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||||||
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||||||||
Emerging Growth Company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||||||||||
Item 5.07. Submission of Matters to a Vote of Security Holders.
Vital Energy, Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting") on Thursday, May 25, 2023. At the Annual Meeting, upon the recommendation of Company's Board of Directors (the "Board"), the Company's stockholders were requested to: (1) elect Dr. Craig M. Jarchow, Jason Pigott, Edmund P. Segner, III and Dr. Shihab Kuran to serve on the Board for terms of office expiring at the Company's 2026 Annual Meeting of Stockholders and thereafter until each of their successors is elected and qualified or his earlier resignation or removal, and elect John Driver to serve on the Board for a term of office expiring at the Company's 2025 Annual Meeting of Stockholders and thereafter until his successor is elected and qualified or his earlier resignation or removal; (2) ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023; (3) approve an advisory (non-binding) resolution regarding the compensation of the Company's named executive officers; and (4) approve the second amendment and restatement of the Vital Energy, Inc. Certificate of Incorporation (the "Amendment and Restatement") to make certain technical, administrative and clarifying changes and remove obsolete language relating to the prior equity ownership of Warburg Pincus, LLC.
As of March 28, 2023, the record date for the Annual Meeting, there were 17,025,123 shares of Common Stock outstanding and entitled to vote at the Annual Meeting and a total of 12,088,765 shares (approximately 71%) were represented in person or by proxy at the Annual Meeting, constituting a quorum. The following are the final voting results on proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Company's proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 6, 2023:
1.Each of the following directors were elected to the Board to serve until the expiration of their respective term at the applicable annual meeting of stockholders and thereafter until each of their successors is elected and qualified or his earlier resignation or removal. Votes regarding the election of these directors were as follows:
| NOMINEE | CLASS | YEAR | VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | ||||||||||||||||||||||||||||||||
| John Driver | III | 2025 | 7,863,700 | 308,310 | 29,068 | 3,887,687 | ||||||||||||||||||||||||||||||||
| Dr. Craig M. Jarchow | I | 2026 | 7,854,343 | 241,334 | 105,401 | 3,887,687 | ||||||||||||||||||||||||||||||||
| Jason Pigott | I | 2026 | 7,931,384 | 225,930 | 43,764 | 3,887,687 | ||||||||||||||||||||||||||||||||
| Edmund P. Segner, III | I | 2026 | 7,771,532 | 242,749 | 186,797 | 3,887,687 | ||||||||||||||||||||||||||||||||
| Dr. Shihab Kuran | I | 2026 | 7,849,789 | 322,822 | 28,467 | 3,887,687 | ||||||||||||||||||||||||||||||||
2.Ernst & Young LLP was ratified as the Company's independent registered public accounting firm for the year ending December 31, 2023. The voting results were as follows:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||||||||
| 12,012,593 | 72,646 | 3,526 | 0 | |||||||||||||||||
3.The voting results for the advisory (non-binding) resolution regarding the compensation of the Company's named executive officers were as follows:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||||||||
| 7,443,246 | 620,906 | 136,926 | 3,887,687 | |||||||||||||||||
4.The voting results for the Amendment and Restatement were as follows:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||||||||
| 10,813,660 | 280,419 | 994,686 | 0 | |||||||||||||||||
The Company's stockholders did not approve the Amendment and Restatement, because the proposal required the affirmative vote of at least 75% of the outstanding shares entitled to vote on this proposal. This proposal received approval from approximately 97% of the votes cast, but only received the affirmative vote of approximately 64% of the outstanding shares of Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VITAL ENERGY, INC. | ||||||||
Date: May 25, 2023 | By: | /s/ Bryan J. Lemmerman | ||||||
| Bryan J. Lemmerman | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||